Common use of CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION Clause in Contracts

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate of $20,350,000 in cash, (ii) an aggregate of 1,071,053 shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 shares of UniCapital Stock is less than $16,065,795, then UniCapital shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the date the portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Mergerthereof, automatically be canceled and converted into the right to receive, without interest,: (i) an aggregate of $20,350,000 3,000,000 in cash,; (ii) an aggregate of 1,071,053 $3,000,000 in shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock"), valued at $18.48125 per share (the "Merger Price") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Closing Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Closing Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 shares of UniCapital Stock is less than $16,065,795, then UniCapital shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.52.4, to be distributed to the Stockholders within five (5) business days after the upon each date the of determination of a portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II, subject to Article 4 hereof. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Closing Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Resulting Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate of $20,350,000 20,998,500 in cash, (ii) an aggregate of 1,071,053 1,105,184 shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 1,105,184 shares of UniCapital Stock is less than $16,065,79516,577,760, then UniCapital the Company shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 16,577,760 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the each date the of determination of a portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate of $20,350,000 7,050,000 in cash, (ii) an aggregate of 1,071,053 371,053 shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price Price of the UniCapital Stock) of the 1,071,053 371,053 shares of UniCapital Stock is less than $16,065,795, 5,565,795 then UniCapital the Company shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 5,565,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the date the portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Resulting Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate of $20,350,000 36,753,000 in cash, (ii) an aggregate of 1,071,053 1,934,368 shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 1,934,368 shares of UniCapital Stock is less than $16,065,79529,015,520, then UniCapital the Company shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 29,015,520 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the each date the of determination of a portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate of $20,350,000 128,001,000 in cash, (ii) an aggregate of 1,071,053 3,368,368 shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders Stockholder on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 3,368,368 shares of UniCapital Stock is less than $16,065,795, 50,525,520 then UniCapital shall issue additional shares to the Stockholders Stockholder so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 50,525,520 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), ) and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders Stockholder within five (5) business days after the date the portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon the effectiveness of the Merger, all of the shares of capital stock of the Company issued and outstanding immediately prior to the effectiveness of the Merger ("Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Mergerthereof, automatically be canceled and converted into the right to receive, without interest,: (i) an aggregate of $20,350,000 3,120,000.00 in cash,; (ii) an aggregate of 1,071,053 $3,120,000.00 in shares of common stock, par value $.001 per share, of UniCapital ("UniCapital Stock"), valued at the average closing price of UniCapital Stock as reported by the New York Stock Exchange for the ten (10) trading days ending on and including the third trading day prior to the Closing (the "Merger Price") (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the Merger Effective Closing Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Closing Date Consideration"); provided, however, in the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 shares of UniCapital Stock is less than $16,065,795, then UniCapital shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the Earn-Out Consideration as described in Section 2.52.4, to be distributed to the Stockholders within five (5) business days after the upon each date the of determination of a portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II, subject to Article 4 hereof. (b) Upon the effectiveness of the Merger, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Closing Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon Subject to adjustment pursuant to Sections 2.5, 2.6 and 2.7 hereof and subject to the effectiveness terms of Article 10 hereof, at the MergerEffective Time, all of the shares each issued and outstanding share of capital stock of the Company issued and outstanding immediately prior (other than shares to the effectiveness of the Merger be canceled in accordance with Section 2.1(c) below) (collectively, "Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest,: (i) cash in an aggregate amount equal to the quotient of Three Million Dollars ($20,350,000 3,000,000) (the "Aggregate Cash Consideration"), divided by the total number of shares of Company Stock outstanding immediately prior to the Effective Time on a fully-diluted basis (assuming for such purpose the exercise of all then outstanding vested options, warrants, conversion rights, commitments or other rights to acquire shares of the Company's capital stock plus all then outstanding unvested Convertible Securities listed on Schedule 5.10 other than ------------- (1) the options for 664,750 shares listed on Schedule 5.10 to the extent not ------------- vested, and (2) options issued in cash,accordance with Section 7.1(i)) (the "Total Fully-Diluted Shares Outstanding"); and (ii) an aggregate such number of 1,071,053 shares of common stock, par value $.001 per share, Parent Common Stock equal to the quotient of UniCapital ("UniCapital Stock") 500,000 shares of Parent Common Stock (the consideration referred to in clauses (i) "Aggregate Stock Consideration," and (ii)collectively with the Aggregate Cash Consideration, all of which is to be distributed to the Stockholders on the Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Merger Consideration"); provided, however, in divided by the event that the aggregate value (based on the IPO price of the UniCapital Stock) of the 1,071,053 shares of UniCapital Stock is less than $16,065,795, then UniCapital shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares), and (iii) the EarnTotal Fully-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the date the portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex IIDiluted Shares Outstanding. (b) Upon At the effectiveness of the MergerEffective Time, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Effective Date Consideration and the Earn-Out Consideration are referred to together in this Agreement as the "Merger Consideration."

CONVERSION OF CAPITAL STOCK; MERGER CONSIDERATION. (a) Upon Subject to the effectiveness terms of Article 9 hereof, at the MergerEffective Time, all each issued and outstanding share of the shares of capital stock Common Stock and Preferred Stock of the Company issued and outstanding immediately prior (other than shares to the effectiveness of the Merger be canceled in accordance with Section 2.1(c) below) (collectively, "Company Stock") shall, by virtue of the Merger and without any action on the part of the holder thereof but subject to the effectiveness of the Merger, automatically be converted into the right to receive, without interest, (i) an aggregate , such number of $20,350,000 in cash, (ii) an aggregate of 1,071,053 shares of common stock, par value $.001 per share, Parent Common Stock equal to the quotient of UniCapital two million ("UniCapital Stock"2,000,000) shares of Parent Common Stock (the consideration referred to in clauses (i) and (ii), all of which is to be distributed to the Stockholders on the "Merger Effective Date in the percentages set forth on Annex II, subject to Article 4 hereof, is referred to in this Agreement as the "Effective Date Consideration"); provided, howeverdivided by the total number of shares of Company Stock outstanding immediately prior to the Effective Time on a fully-diluted basis (assuming for such purpose the exercise of all then outstanding options, in the event that the aggregate value (based on the IPO price warrants, conversion rights, commitments or other rights to acquire shares of the UniCapital StockCompany's capital stock, whether vested or unvested) of (such fraction, the 1,071,053 shares of UniCapital Stock is less than $16,065,795, then UniCapital shall issue additional shares to the Stockholders so that the aggregate value of the shares of UniCapital Stock equals $16,065,795 (with appropriate adjustment to the cash and stock components of the Effective Date Consideration so as to eliminate fractional shares"Conversion Number"), and (iii) the Earn-Out Consideration as described in Section 2.5, to be distributed to the Stockholders within five (5) business days after the date the portion of the Earn-Out Consideration with respect to a given calendar year (if any) is finally determined pursuant to Section 2.5 in the percentages set forth on Annex II. (b) Upon At the effectiveness of the MergerEffective Time, each share of capital stock of Newco issued and outstanding immediately prior to the effectiveness of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation, all of which converted common stock shall constitute all of the outstanding shares of capital stock of the Surviving Corporation immediately after the effectiveness of the Merger. (c) The Each share of Company capital stock owned by the Company immediately prior to the Effective Date Consideration Time shall be automatically canceled and extinguished without any conversion thereof and without any further action on the Earn-Out Consideration are referred to together in this Agreement as part of the "Merger ConsiderationParent, Newco or the Company."